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Good Corporate Governance

PT Nusantara Regas (“Company”) has commitment to constantly improve the implementation of Good Corporate Governance/GCG in each business aspect. The commitment is performed in all organization levels and business activities of the Company.

Nusantara Regas realizes that the GCG implementation will give more guarantees to the company, not only to comply with regulations, but also to grow and develop continuously.

The implementation efforts and development of GCG within the Company refers to a number of regulations and best practices available, among other things:

  • Law No. 19 Year 2003 regarding SOE (Article 5 paragraph 3).
  • Law No. 40 Year 2007 dated 16 August 2007.
  • Regulation of Minister of State Owned Enterprise No. PER- 01/MBU/2011 regarding Implementation of Good Corporate Governance in State Owned Enterprises and the amendment of Regulation of Minister of State Owned Enterprise No. PER-09/MBU/2012 tanggal 06 Juli 2012.
  • Decree of Secretary of Ministry of State Owned Enterprise No. SK-16/S.MBU/2012 dated 06 June 2012 regarding Indicators/Parameters of Assessment and Evaluation on the Implementation of Good Corporate Governance in State Owned Enterprises.
  • General Guidelines of Good Corporate Governance Indonesia, Governance Policy National Committee of 2006.
  • Decree of Board of Directors No.01601/NR/D000/Kpts/2012 dated 5 December 2012 regarding Guidelines of Business Ethics, Code of Conduct and Good Corporate Governance.

As for the main purposes of GCG implementation is to provide maximum benefit for the Company, shareholders, and other stakeholders. In general, the intended purposes can be formulated as follows:

  1. To improve company’s performance through the creation of a better decision making process, to improve the company’s operational efficiency and services to stakeholders.
  2. To improve investor’s trust, which in turn, will make it easier for the company to get lower-cost financing.
  3. Shareholders will receive benefit in relation to the company’s performance improvement which will also increase the shareholders’ value and dividends.
  4. To establish proportional work relation between the company organs (GMS, Board of Commissioners, and Board of Directors) optimally as they have clear guidances.
  5. Able to provide benefit optimally to customers and public, either directly or indirectly.

Implementation Principle and Area

Nusantara Regas implements GCG principles into its each business aspect and operational by referring to the fulfillment on 5 (five) basic principles of GCG in accordance with General Guidelines which was prepared by the Governance Policy National Committee as well as the best practices available. Those principles are:

1. Accountability

The implementation of accountability principle in the Company organization is an absolute must and is under the supervision of the Audit Committee. The implementation purpose of this principle is to ensure that professionalism is the basis of all operational activities. In addition, it aims to show that the Company complies with the applicable regulation in performing its business. Therefore, Company obtains full trust both from public, shareholders as well as all stakeholders.

2. Responsibilities

One of the responsibility principles in the Company is decision making process that is based on fair and responsible attitude to the objective achievement of each policy and action taken. This is in accordance with the Company’s philosophy which asserts that any action must be based by the highest standard to develop and maintain the stakeholders’ trust and always act in accordance with prudent principles in order to protect the assets and interests of the Company and its stakeholders.

3. Transparency

Transparency is one of the guidelines for the Company in providing the same access for all shareholders and stakeholders to obtain information about the company.

4. Independency

Implementation of this independence principle is important in the organization of the Company, especially in every decision making. The independency concerned is particularly in terms of ensuring the absence of intervention from any party to the decisions or the policies taken, related to the Company’s operational and certain corporate actions. The Company appointed an Independent Commissioner to supervise implementation of this principle in the company environment.

5. Equality

The Company upholds the equality principle in the corporate environment to ensure that each employee, supplier or other stakeholders obtain equal treatment according to their rights and obligations. The GCG implementation is expected to be strong business foundation to embody a sustainable business growth. Therefore, socialization concerning GCG implementation constantly done thoroughly to all Company’s HR starting from Board of Commissioners, Board of Directors, to the staff for each individual to know its duties and responsibilities as contained in the Company’s Articles of Association.

Good Corporate Governance Structure

By referring to Law No. 40 Year 2007 regarding Limited Liability Company, the main structure of Company’s GCG consists of General Meeting of Shareholders (GMS), Board of Commissioners, Board of Directors, GCG Committee and Chief Compliance Officer. In the Company. The Chief Compliance Officer is concurrently performed by the Corporate Secretary pursuant to the President Director’s Decree No.26301/D000/NR/SP 2012, dated 10 December 2012. The Company’s body also plays key role in the success of GCG implementation. In addition, the Company has also established supporting bodies for GCG under Board of Commissioners, namely Audit Committee, Remuneration Committee, and Board of Commissioners’ Secretary as well as GCG supporting bodies under Board of Directors which consist of Secretary of the Company and Internal Oversight Unit (SPI).

Good Corporate Government Assessment

Assessment on the GCG implementation in PT Nusantara Regas, is conducted out by using criteria based on standard test equipment of Decree of Secretary of Minister of SOE No. SK-16/S.MBU/2012 regarding Indicators/Parameters of Assessment and Evaluation on the Implementation of Good Corporate Governance (GCG) in SOEs, which aims to assess GCG implementation in companies which encompassing 6 (six) principal aspects, namely:

  1. Commitment to implement Good Corporate Governance in a sustainable manner;
  2. Shareholders and the GMS;
  3. Board of Commissioners;
  4. Board of Directors;
  5. Information Disclosure;
  6. Other aspect.

PT Nusantara Regas conducted the GCG assessment based on those six aspects on 30 June 2013 and gained the overall score of 57.03 of the total maximum score of 97,88 which is equal to 58.27%, which means that the total result of GCG implementation in PT Nusantara Regas is “poor”.

The following is the achievement of PT Nusantara Regas in the 6 (six) principal aspects of the GCG implementation assessment parameters (for the period up to 30 June 2013).

In 2015, the Company has made improvements measures which included:

  1. Update the entire GCG guidelines among others Code of Conduct, Code of Business and Personnel Conduct, Guidelines for manual board preparation;
  2. Additional 1 (one) member of the remuneration committee;